On Fiduciary Duties of Controlling Shareholders of Targeted Corporation

Abstract

In the acquisition of listed corporation, the controlling shareholders who either hold a certain number of shares, or play a decisive role in the transfer of corporation control. Compared with the minority shareholders, controlling shareholders often abuse its dominant position to harm other stakeholders' interests of the corporation. Imposing the fiduciary duties to the controlling shareholders is an important legal measure to protect the targeted corporation and the minority shareholders' legitimate rights and interests. This paper describes the theoretical basis, the specific content and protection mechanisms of controlling shareholders' fiduciary duties, so as to provide instructions in improving our legislation.